By The Pricking of My Hooves
by Incanto
Summary: The carnival rolls into Ponyville, but is it, and its pair of familiar-looking owners, everything it seems? Darkness has arrived in an unlikely guise, it will take all the mane six's courage and resourcefulness to emerge victorious.
1. Twilight Sparkle and The Moss

AN: _My first pony fic! I knew it would come to this eventually._

_Yes, for those in the know, the title and premise are a nod to Ray Bradbury's kiddie horror classic _Something Wicked This Way Comes_. I don't know how much I'll end up borrowing from it, but it won't be a beat-for-beat retelling. I had the idea a while ago, and I put off writing it, but I knew I had to act before somepony else took this sweet title. Enjoy!_

* * *

"Ah smell cotton candy," said Apple Bloom.

"Um, d'you hear music?" asked Sweetie Bell.

"Music?" said Scootaloo. "I can't even hear birds. It got real quiet all of a sudden. Huh. Weird."

Three heads emerged from the tree fort window like a bouquet containing one tulip, one daisy, and one tiger lily. Their big eyes scanned the forest. The air was very still. Then a slow, deliberate-seeming breeze washed through the trees, and over them, brushing their forelocks, causing the now-old boards of the fort to creak gently, a noise like a sigh of relief. The fillies shut their eyes.

"It smells real sweet," whispered Apple Bloom.

"It sounds pretty," said Sweetie Belle.

Scootaloo's eyes snapped back open, and she was grinning from ear to ear. "It sounds like fun! C'mon you guys, what're we waiting for?"

"But…" Sweetie Belle shrunk back slightly. "What _is_ it?"

"I dunno," said Scootaloo, with an impatient buzz of her wings, "maybe Pinkie's testing her new Party Washing Machine or something."

The other two nodded without missing a beat.

"Yeah."

"Sounds plausible."

"Then let's go!"

The pegasus sprang out the window, while the others made eagerly for the ramp. A moment later, a cloud, blown on the track of the fragrant smelling, pleasant-sounding breeze, passed under the sun's bright belly and splashed the empty room dark.

* * *

Granny Smith, curled up in her familiar red chair on the porch of Sweet Apple Acres, dreamed. She dreamed mostly of a long-ago time and of Awe Shucks, the little, tan-colored colt who'd creep up to the fence while she and her father bucked in the orchard, then turn and bolt when she caught sight of him, presenting her with his corn kernel cutie mark twinkling like gold in the sun; and she blushed, and went silently back to work, until one day he arrived with a perfect corn cob between his strong white teeth, spit it over the fence, and, staring at his hooves, mumbled: "It's the b-best we grow, Miss Smith, and there are many more of the same if you should do me the honor of accompanying me to the barn dance next Tuesday eve…"

Then as she blushed and smiled, she became aware of another noise. At first she thought it was Shucks' teeth rattling. But it was louder, and got more so, until it drowned him out; a great clanking and whizzing and rattling, like a huge engine moving overland, and Shucks was getting darker and further away; she thrashed and groaned in her sleep. That sound was familiar somehow. But if she'd heard it before, it was worse now; there was a new note in the unmusical chorus, another tortuous, badly tuned instrument. Granny Smith snapped awake.

A huge shadow was passing between her and the sun, and the porch rafters of Sweet Apple Acres were trembling.

* * *

The door to Twilight Sparkle's study burst open. The purplish energy drifting from her horn whiffed away; an empty beaker fell and smashed on the desk.

"Spike! Now look what you did! We're both lucky I hadn't filled that container with this extremely rare acidic moss I'm researching, now what did we agree about knocking?"

"But I _did_ knock, like eight million times! You…know how you get, Twi."

She sighed, rolled her eyes, tidied the glass fragments with another puff of magic energy, and turned to face a dark-faced, breathless Spike. As soon as their eyes met, her expression softened into one of polite concern.

"What's wrong?"

"This…could be big. It's…coming."

"It? What? Spike, what did we agree about being cryptic?"

He tried to catch his breath, steadied his small body on the doorframe, and muttered something.

"Huh?"

"…I said I think it's the carnival."

"Well gee," Twilight rolled her eyes again, "how sinister. But isn't it kind of late in the year for…?"

"That's the thing! And I don't think it's one we've seen before. I mean, I know the two of us haven't been here long, b-but nobody else has heard of them; and everybody's acting weird, too."

"Weird, how?"

"They're excited…and confused. It's like they feel _something_ and don't know what."

Which description, Twilight thought, regarding Spike sympathetically, applied to him as well.

"We'd better go check it out."

"I know, they're all headed over there. If we hurry we can catch up with them."

"Wait. If it's not here yet, how do you know where it's coming from…or that it's coming at all?"

Spike held out a glossy black pamphlet, and Twilight obligingly magicked it across the room into her hoof.

"Hmm. 'Starke Raven and Starke Dedd present their Equestria-famous Pandemonium Shadow Show'… it can't be _all_ that famous if nopony's heard of them. Hall of Mirrors…Wax Museum…Pony-Go-Round…it looks pretty standard, to be honest. Maybe they're using some kind of magic to spook everyone out and drum up business. Who knows," and she smiled, "it might really be fun. Pinkie's gonna love this, anyway, she always cries when carnival season's over. Speaking of which, did you talk to the girls?"

"I couldn't find any of them! They must already be over there."

"Really? Even Fluttershy?" Twilight flipped the pamphlet over. There on the back were the Starke brothers in their glory, with identical bone-white fur, stylish black vests, arched eyebrows, and neatly styled, salt-and-pepper manes. "One of them's got a mustache," she observed. "Are you pondering what I'm pondering?"

"Y-yeah, I thought about that too, but they look way older than _those_ guys."

"Curious. Well…no sense dragging our hooves. Let's get to the bottom of this, faithful assistant."

"Right behind you, oh wise one."

Spike meant it. He waited, still breathing heavily and casting his eyes skittishly around, until she passed in front of him, then followed her out the door and shut it behind them.


	2. Rainbow Dash and The Freaks

Although it was thick, black midnight in the inward reach of the Everfree Forest, the moment when Luna stood ascendant, and the day and its comforts were furthest from reach, a candle burned in the window of Zecora's cottage. It showed an elderly pony struggling up the path as her knobby legs would carry her; although if not for the sight, the voice would have given her away:

"Miss Zecora, Miss Zecora! Oh durnit, who _put_ that vine there? I am too old for such nonsense and that's Celestia's truth. Miss Zecora, wake up, they're a-comin'!"

The door swung inward, light pooled on the path, and Zecora's kind, solicitous muzzle poked out.

"I am wide awake, my aged child. What mean you to come in such an aspect wild?"

Granny Smith stood there trembling. "The dark train's a-comin', and it means trouble! Now get to Ponyville on the double!-Dagnabit, you've got _me_ doing it!"

Zecora's eyes clouded. "I know not this dark train of which you speak. Yet I read an omen in the cards this past week. Try as I may, the spirits tell me nothing more. What do you know of this train…and are you sure?"

"I seen it a'fore. Heard it. Smelt in in th' air. They come through town when I was a filly. It's the very same, Miss Zecora, you mark my words. A big, dark train. White horses. Sights not meant to be seen, nor sounds to be heard. They come through, and when they moved on, they took more than bits with 'em. Fer all these years I though it must've been a dream, but it weren't no dream! They're a-comin' back through."

Zecora was grave hearing this, and paced a few steps. She was wearing her traveling shawl, and now she reached one hoof and put the hood up.

"Then let us be off," she said, "and not a moment too soon. What you say pierces me like the cry of the loon. You are a sensible soul, Granny Smith, not easily put to fright; I am glad to have you by my side this night. For by the pricking of my hooves, something wicked this way moves."

* * *

As usual, Twilight had lost track of time. It must be close to midnight. How late would she have worked if not for Spike? But the moss was now the furthest thing from her mind. They had joined a great stream of ponies all flowing toward the train station, all whispering to each other, glancing around, but moving straight ahead; marching almost. Now that she thought about it, that pamphlet hadn't said anything about the train station. And where had Spike gotten it? It occurred to ask him.

"They blew into town after sunset," he whispered, "like a bunch of bats or something."

"Why are you whispering?" she whispered back. "Wait, why am _I_ whispering? This is ridiculous. Anyway, I've got to hand it to these guys, their showmanship is something." She looked around, then shivered as a particularly strong breeze kicked up. "Um, is it getting colder…or is that just me?"

"It's not you, Twilight."

"Ooh," she said, smiling again, but with a hint of unease, "this is gonna be good. Oh…hey! Pinkie! Dash!"

The pair, bright pink and blue, were obvious under the yellow light of the train station's lamps. Dash whirled at the sound of her name, grinning like a mad pony.

"Oh heya, Twi! It's about time you showed up, nerdface!"

"Hey, I'm not _such_ a nerd that I'd miss out on the Starke brothers' Pandemonium Shadow Show."

"You would have if not for me," coughed Spike.

They laughed, and briefly, the chill that had been cementing in Twilight's chest melted off.

"Hey, Twi…_light_! Ack!"

"What's wrong, Pinkie?"

"It's my P-Pinkie Sense! It's been going crazy all day!"

"Uh-oh. Why?"

Pinkie thrust her muzzle close to Twilight's. "I…have…no…idea! I mean I usually have no idea, but this time I have even _less_ than no idea! It's been going on for hours and nothing's _happened_ yet!"

"That's strange." Twilight looked skyward just in case; but nothing fell, only the stars twinkled keenly back at her.

Rarity wandered over with Fluttershy in tow. The former looked calm, if a little sleepy, while the latter hung her head, scraped her hooves, and kept glancing behind her.

"Darling, so good of you to join us! I admit, I haven't the foggiest what's going on, but there are times when it pays to follow the popular intelligence. This must be a carnival worth seeing, and being seen _at_. It's a bit of fun in a way, not knowing more, isn't it, Flutterkins?"

With surprising resolution Fluttershy shook her head.

"I don't like it, Rarity. The squirrels are hiding in the trees…and the birds in their nests. They know about things like this before us ponies do. We should pay attention."

"Well, duh," said Rainbow Dash, "it's _night_. Of course they're hiding."

"Um, there are nocturnal animals too."

"Those ones 're probably hiding because the pure, unadulterated radness of this carnival would, like, tear their little bodies apart! I am _so_ psyched! C'mon you guys, what are you gonna see first?"

Twilight moved close to Fluttershy in a comforting gesture, but it was too late to back out; they had to see what was going on. In a cheerful voice she said:

"Well, I'm looking forward to the wax museum. It says they have representations of some of the greatest villains in Equestrian history. Imagine seeing them face-to-face!"

Rainbow Dash pretended to yawn. "I saw Discord face-to-face, and to be honest? I wasn't crazy about it. Me? I'm all about the freaks."

"It's not nice to laugh at people based on their physical appearance," Twilight chided.

"Who said anything about laughing? Freaks are awesome! It's boring ponies with nothing unique about them who deserve to be laughed at. I just want to hang out with some cool freaks."

"Best of luck with _that_," drawled Rarity. "_I_ want to see what makes this carnival different from your run-of-the-mill fare. If that smart-looking pamphlet was anything to judge by, they must have a team of first-rate designers."

Pinkie Pie spasmed so hard she flipped over, all four legs sticking in the air.

"Yeesh! That's what set you off, Pinkie, this carnival is just too flippin' cool. Maybe we should send you out of town til it's over."

Quickly righting herself, Pinkie shot back: "No way, any day! If there's a party in town, you mark my words, Pinkie Pie _will_ be at that party, and Pinkie Pie _will_ be the life of that party, of her name isn't…_ack_!"

This time Apple Jack, trotting up behind, steadied her shoulder.

"Ho there, saddleback! Let's not be premature."

"Hey, A.J….Hi, Applejack!" came from all sides.

"Hey, fellas. Y'all seem in a nice, ripe carnival mood. I must say, I never knew it t' come so late in the season. Although," and for a moment her look paled, "my Grannie used to tell me…"

She was interrupted by a great shout further down the platform.

"It's coming! It's coming! I see the light."

Six heads, some eager, some otherwise, craned around, and they saw the light too. It was a bright bluish, greenish light unlike any train they'd seen, and a moment later they heard; clanking, groaning, wheezing, like the noise of a living animal, or a herd of them, bearing down the track and calling in a dozen voices. Twilight shivered again. Pinkie hiccuped. Rainbow Dash was gripping her face with both hooves. Then they heard another sound, a voice calling through the darkness.

"Citizens of Ponyville. I _say_, citizens, fillies and gentle-colts of all ages, the aged, infirm, the young at heart, the old in spirit, the wise, the unwise, the incorrigible, the brave, the cowardly; come one, come all to bathe in the blue light, the light that is the heart and soul of Starke and Starke's one-of-a-kind, breath-stopping, heart-pounding, never-before-seen-in-Equestria…_Pan_-demonium…Shadow Show!"

The crowd erupted in cheers. Ponies jumped up and down, and the wood platform rattled. Shining eyes reflected the blue light as it drew ever closer.

Twilight muttered to herself: "How can it be Equestria-famous _and_ never-before-seen-in-Equestria?"

"Shh!" hissed Rainbow Dash. "Loud Voice Guy is talking."

"Folks, I say, I _say_ unto you…" Then the speaker leapt from atop the dark shape behind the blue light, shot through the air, over the heads of the fascinated crowd, and landed with a shake of his hooves in the grass, "that whomsoever beholds the blue light of Starke and Starke's Pandemonium Shadow Show shall never hunger or thirst for the delights of any other carnival! Step up, step _right_ up! I have the tickets here in my hot little hoof! Only two bits a go! Come see me, Starke Raven, and exchange two bits for the thrill of a lifetime!"

Starke Raven was every bit as imposing as his picture. Tall, raw-limbed, his features lined and sophisticate, his shoulders lean, his eyebrows combed. They had a moment to observe him before the crowd surged around him.

Pinkie squinted. "He looks familiar. Ve-ery familiar."

Twilight shook her head. "Spike and I thought that too, but his coat's a different color, and he's too old. Like, twenty years too old."

"Oh come on," exclaimed Rainbow Dash, "how is it not that guy? He's a unicorn, maybe he's using magic to disguise himself."

"Simple illusion magic is among the easiest to detect. Either it is someone else, or it's powerful magic I'm not familiar with."

"Huh. Well, if the egghead says so. Come on, before all the tickets are gone! Knowing my luck…"

She rushed off, with Apple Jack and Rarity in close pursuit. But Pinkie and Fluttershy remained with Twilight, Pinkie making weird faces.

"I don't get it. It's like he's Flim…or Flam…but twenty years older…and even Flimmier. Or Flammier."

"Wait, which one had the mustache?" asked Spike.

"I dunno."

"I don't remember either."

"Um, me neither."

The train belched to a stop. It towered above them, shuddering, again like an animal, heaving after its exertions. It seemed to be made up of every vehicle known to ponykind. There were pieces of carriages, carts, and rickshaws cobbled together, outfitted with hanging lanterns, chains that swung eerily with no obvious purpose, wagon wheels, cranks and giant gears. But splashed in mad strokes on every surface, in scarlet paint, the words:

_ Starke & Starke Pandemonium Shadow Show_

"Fluttershy?" whispered Twilight, as they both looked up.

"Y-yeah?"

"Don't worry. I'm worried too. I mean, worry…less? Because I'm worried?"

"I understand," said Fluttershy. "Thank you."

Then, clambering down the chains, Starke Dedd: bigger than his brother, with dark eyes, and a bristly white mustache. He landed on the platform several feet from Twilight, and gave his powerful haunches a shake, before turning and bowing, obsequiously, over one hoof.

"Ladies," he said in a voice that was a kind of melodious growl.

Pinkie nodded. "Say. You must be thirsty after that train ride. Care for a cup of cold _cider_…Flim? Or maybe Flam?"

"The name is Starke," he said with perfect innocence, "my feisty young friend."

"We'll see about that. I'm watching you. Ve-ery closely."

"Ha! Ha!" barked Starke Dedd. "Watch all you like! The show," and he wheeled about in a clatter of hoofbeats, "is about to start. Do make sure you've got a good seat."


	3. The Cutie Mark Crusaders and The Act

AN: _So yeah, you can probably expect an update every day around 8 or 9 EST. I only mention this to stress that I'm not rushing this to keep it on the front page (as if I could! _^_^_ this section moves so fast I'd have to upload multiple chapters a day), nor do I have it written out in advance. This is the pace I write at. Don't let that discourage you from reviewing, though! Reviews are always appreciated, whether or not they're necessary to goad me into continuing this thing. Speaking of which, thanks to Starfish912! Your PMs are turned off, so I couldn't "reply" to your review as I usually would _:-)

_Onward!_

* * *

In the early morning hours, with darkness remaining everywhere in swampy patches, a tower of empty shipping crates stood in a shaft of dusty moonlight.

"Clear?" came a voice.

A white head peaked out.

"Clear," said Sweetie Belle, and trotted out.

"Clear?"

"Clear," said Apple Bloom, and followed.

"Clear?" Scootaloo asked a third time, and after waiting a second, answered "clear" and joined the others.

They stood at the center of the fair grounds, small and very alone, with black shapes leaning crazily on all sides; and they huddled instinctively close.

"Are you s-sure we oughta be doing this?" whispered Apple Bloom.

"Sure," said Scootaloo. "We paid for our tickets, right? Now we get to see the cool stuff first. Like R.D. says, ya snooze, ya loose."

"Ah don't like it. Ah mean…where are the ponies at?"

"_Snoozing_. Duh."

"Ah mean the ponies who set up all these tents! It's only been a couple hours since that train pulled in. How did they do it, and where'd they go?"

"She's g-got a point," said Sweetie Belle. "Besides, if it's okay to be here, why are we sneaking around like this?"

"Cause it's more fun that way! C'mon." Scootaloo dashed behind another stack of crates; they followed, then looked up as she pointed her hoof. "There's the Hall of Mirrors. Lame. I bet they don't even let you fly around in there. Over there's the Wax Museum. Yeesh, why'd they make everything look _scary_? Everything's black and red and stuff. There's nothing scary about a carnival."

"Ah dunno," said Apple Bloom, pressing her body against the crate. "Even the regular carnival's kind of scary. Ah think. It's dark in them mirror houses, and the clowns and folks don't look regular."

Sweetie Belle put a hoof around her. "I _know_! It's fun, but still. And that music they always play, on that thing that's like a piano, but not a piano? Creep city."

"A harmonium."

"Yeah, that's it."

The girls stood rooted to the spot. Music reached them, oozing over the black tents, past the red-lettered signs. Thick. Treacley. Droning. There is, indeed, no piece of music that can be played on a harmonium after sunset that fails to send a prick down the spine, tickle the hairs in the hollow of one's throat, and cause the end of one's mane to curl imperceptibly.

"_Now you've done it_!" hissed Scootaloo, eyes bugging, teeth on edge despite her earlier bravado, "_they're onto us_!"

"Please!" Sweetie Belle squeaked, throwing both hooves over her head. "We're sorry! We're sorry!"

They looked wildly around; but only their own jagged shadows on the crates and the tent sides moved. They were alone still. Apple Bloom breathed a sigh of relief.

"Ah guess it was a what-d'you-call it, a coincidence?"

"Let's go check it out," said Scootaloo, cautious, but still bright-eyed; she padded off and again they followed, between the tents that inflated subtly in a new breeze, toward the sound of the harmonium.

* * *

The three girls peeked out from under an outlying tent flap. Ahead stood a broad, circular clearing in the grass, silvery under the moon. At its center was a round contraption, like a small circular porch; a smooth floor, underneath a tortured-looking roof, all ornate, barbed designs, like an iron plant slowly growing and overspilling its pot. A single spine rose in the air above it, perhaps a flagpole without a flag. The harmonium music was drifting from inside, although it was as still and dead as the rest of the carnival. A recording?

"That must be the Pony-Go-Round," whispered Sweetie Belle.

"Oh yeah," said Scootaloo, "I never saw one of those things. I mean, we didn't have 'em in Cloudsdale. What's it do?"

"Well," said Apple Bloom, "you get on, and it starts goin' round, and it goes faster n' faster, and you try to keep up without zoomin' off. Last pony standing wins a prize."

"Oh yeah, it's like those fans in Cloudsdale that you fly up against."

"Ah guess it's like that. Ah always did like the Pony-Go-Round, ah can't wait to try it tomorrow." Then she imitated Fluttershy: "Ah'm the world champ y'know, ah bet you can't beat me!"

The girls giggled. Then immediately they stopped. "I hear hoofbeats," said Scootaloo, "hide!" All three heads whisked back under the tent flap, and three pairs of eyes glinted in their place.

A pony was approaching from the opposite side of the clearing. Tall and slender. Not long before they recognized Starke Raven. He stopped still far-off, the white of his fur just emerging from the shadows, and stood gazing at the Pony-Go-Round. A moment later his brother joined him. There was something newly strange in their faces now. Hard to say; but they no longer looked like other ponies, whose days were weighted by concerns of money, of welfare, of friendship and affection. Not even a greed for profit showed in their eyes, fixed and distant.

The tent flap trembled along with the bodies underneath it.

Then Starke Raven spoke, in a flat, waxy voice that carried well across the clearing, and rose over the droning harmonium: "Things proceed apace, brother-o'-mine. The stars agree to our purpose."

Starke Dedd, in his lower, rougher voice agreed: "The Illustrated Horse smiles. A promising harvest. And the two old meddlers have been put aside."

"Quite so, brother-o'-mine. But we should be careful of that pink one. She'll be trouble, you mark my words."

"In the fullness of time, brother-o'-mine. In the mean time, there are others. Shall we begin?"

"If you would do the honors, brother-o'-mine."

Dedd stepped up onto the Pony-Go-Round, his hooves ringing on the cold metal. Raven disappeared around the other side. He seemed to be working a bank of controls; for a moment later the machine whirred alive, and the metal floor began to turn slowly underneath Dedd, and he started walking at a calm, measured pace, and the harmonium played on. A smile, completely lacking humor, began to curl his lips.

Then a stroke of lightning blazed over the sky, and a certain tent flap shot up a foot in the air. Out of a clear sky, the lightning struck the spine on top of the Pony-Go-Round, shot down into the twisted metal roof, wormed down the poles, and the whole thing started horribly glowing the same blue-green of the train's headlamp.

"Ha! Ha! Ha!" Dedd's laughter came in bursts as he walked faster, broke into a canter. "Now! Walk me back, brother-o'-mine! Walk me back!"

Something much worse than the spectral glow began. First the harmonium creaked to a halt. It began again, but sounding a hundred times more labored, pained, like some anti-music. It was playing backwards. And the circular floor started revolving backwards, rushing forward under Dedd's hooves, and he started walking backwards; then the truly impossible happened. The lines in Starke Dedd's heavy, aggressive-looking face began to recede. The gray streaks in his mane narrowed. His big shoulders sunk in. His muzzle softened. His eyes brightened. He was getting younger. In a moment, he looked exactly as another, familiar pony had once looked, except the other streaks in his mane were still black, and his coat was still milky pale. The process went on. He shrank, and shrank, until one of the fillies shaking underneath the tent flap could have looked him in the eye. Once again the harmonium shuddered to a stop. The Pony-Go-Round wound down. Starke Dedd, for even still it could not be any other, sprang off, now a sound, healthy colt eight or nine years old.

A tent flap kicked up. It might have been only the wind. In any case, if there was any other living creature in that clearing, it was gone the next instant.

* * *

The Cutie Mark Crusaders stopped, flanks heaving, dripping cold sweat, on the outskirts of Fluttershy's farm. No one had any idea how far they'd run; only they had run until the first blessedly familiar sight greeted them.

"That…that…" panted Scootaloo. "That was…"

Mute themselves, but guessing the words to follow, Sweetie Belle and Apple Bloom nodded frantically. Then Scootaloo managed to spit out:

"_That was so awesome_!"

The other two stared at her.

"What?" said Sweetie Belle.

Gently, Apple Bloom spoke: "What do you mean? That was the most terrifyin' thing ah've ever seen."

"Exactly! What an act!" Then after a moment, she snorted laughter: "C'mon, guys, you didn't think that was for real? They were rehearsing their act for tomorrow. Y''know, I'm almost sorry we spoiled it; but naw, it's way scarier at night."

"Are…are you sure it was just an act?" asked Apple Bloom.

"It seemed pretty real to me," Sweetie Belle agreed.

"And what was that about the two old meddlers bein' dealt with!" Suddenly panicked, she added: "Why, ah aint seen Granny Smith all evening! You don't suppose…!"

"And what're they gonna do to Pinkie Pie!"

Scootaloo pounded Apple Bloom's shoulder. "Aw, what would those guys want with your old grandma, Apple Bloom? I bet they just said that, like, for effect. It's part of the show. Like there could really be some magic that made ponies get older or younger in a couple of minutes. Besides, what if that is Flim and Flam? If they had a machine like that, they'd sell it to, like, Prince Blueblood for a million bits, not tour it around with some carnival using it on themselves."

"I…guess that makes sense," Sweetie Belle admitted, scuffing one hoof in the dirt.

"Yeah," muttered Apple Bloom. "Ah reckon so."

"Too bad it's not real. We could age ourselves forward until we got our cutie marks! Hey, let's go wake up Fluttershy. We'll be doing her a favor, she should get up early for the carnival; and I bet she'll make us hot chocolate. I can't wait to tell everyone about this."

At that, a strange look came over Apple Bloom's face. "Say…Scootaloo? Ah think we should keep this to ourselves. Ah don't know why. Ah just get that feeling."

"Yeah," Sweetie Belle added slowly. "I…kind of get that feeling too."

"Well, sure," agreed Scootaloo, with a similar change of expression. "I guess we shouldn't spoil it for them…"

They set off across the soft grass toward Fluttershy's cottage. After several paces though, Sweetie Belle came up abruptly and said: "Cutie marks…cutie marks! That's what it was."

Scootaloo looked around. "Huh?"

"I knew there was something else, something I couldn't quite put my hoof on. Girls? Starke and Starke, or Flim and Flam, or whoever those ponies are? They're Blank Flanks. They have no cutie marks."


	4. Twilight Sparkle and The Terrible Triad

AN: _No, I'm not sure why I'm writing Apple Bloom with a thicker accent than Apple Jack. I guess it makes it easier to differentiate her lines from the other CCCs_

* * *

Princess Celestia, grand monarch of all Equestria, guardian of Day and keeper of the Sun, reared up to the dark tent ceiling. Her majestic ivory wings spread to either side, but her expression, as always, looked kind and slightly knowing.

"Twilight Sparkle," she spoke, "my star pupil. It is good to see you. I'd like to invite you to the Grand Galloping Gala in Canterlot this year! Now, I know you have five pony friends, but I'm only sending you two tickets."

Twilight snorted. "Give me a break."

"Also, I have ruled Equestria for thousands of years, yet I expect you to believe I've never seen a Parasprite before."

"Spi-ike! Show the Princess a little respect."

Smirking, Spike ducked out from behind the startlingly lifelike wax statue.

"Aw c'mon, Twi, it's all in good fun."

"Hmph. I just wonder if Celestia gave permission for her likeness.-Oh, hey Rarity. Enjoying the carnival?"

Rarity, having just ducked into the Wax Museum, gave very much the opposite impression. Her mane looked wild, and she pouted.

"I couldn't say, dear. Perhaps you should tell me. That is, if _you_ got honey in your mane from a wretched funnel cake, and that barbarous goon Pipsqueak spilled ginger beer all over _your_ flank, and it hardened in the sun and now you're all _sticky_, would you be having what might be called, ahem, the best time?"

"I-I think it's a good look," offered Spike. "You…look nice no matter what."

"Oh, you're a perfect angel to say so, Spikey-Wikey, but I must admit, I fail to see what sets this…Shadow Show apart from any other tilt-a-whirl fried-food-fest. I suppose it all looks more commonplace in broad daylight."

"You can say that again. Honestly?" With a sheepish grin Twilight confessed: "Last night I really thought something suspicious was going on. But you're right, it's just an ordinary carnival with a good marketing campaign. Want to check out the museum with me and Spike?"

"Why _yes_, that sounds more my pace. I say, that is a rather compelling Princess Celestia…"

Twilight pointed at a wooden sign reading _Hall of Villains_, under which, at that moment, two fillies with queasy expressions passed. Rarity fell in on her left, while Spike, on the right, blushed and fidgeted.

"We can see statues of Equestria's heroes in Canterlot," Twilight was saying, "but I always find the bad guys so interesting. No one bothers making statues out of them. Well…with one exception. But I think they're just as integral to understanding our history, don't you?"

"Whatever you say, sweetheart, though I find the villainously inclined to be tragically lacking in fashion sense. All flowing robes and tacky leather. Ugh! There, you see what I mean."

The Hall of Villains proved to be disappointingly small. Aside from a slightly larger-than-life Discord, curled menacingly over the entrance-Spike yelped and ducked-there were only three statues on a raised dias, bathed in soft, blood-red light. Twilight approached, wide-eyed.

"The Terrible Triad," she murmured. "I should have expected as much. History's most evil unicorn, earth pony, and pegasus."

Rarity blinked. "You'll have to refresh my memory."

The unicorn on the right reared back on two hooves; a tan coat worked all over with curved, mystic-looking symbols in purple, obsidian-dark hooves and horn, and a rusted iron collar around his neck. His mane was shaved bald, and his eyes blazed.

"Hex Fire the Fell," explained Twilight. "Star Swirl's nemesis. They say he invented a spell that could reduce a pony to dust in a second. Star Swirl managed to reverse it, but if not, Hex Fire would have ended up killing hundreds. But at the same time, his magical discoveries contributed to a lot of beneficial spells we use every day."

Spike gulped. "Just promise me you'll never turn out like _that_."

In the center stood an enormous yellow-coated earth pony, dressed in thick, crusty sheets of leather, with a close-cropped orange mane. His muzzle was twisted with anger. Each of his hooves had a kind of iron shoe, worked with cruel-looking spikes several inches long.

"Raw Hide," said Twilight, "the bandit king of the wasteland. He used to rob stage coaches and terrorize the buffalo. They say he buried his gold somewhere in the El Madre peaks, and dozens of ponies get hurt each year looking for it. Still, with the other criminals working for him, it's arguable he kept a kind of law in the old west. Things might have been worse without him."

Finally, suspended on a few barely visible wires, a female pegasus of jaw-dropping beauty; silver-coated, with a long pearly mane like a waterfall. But her eyes looked cruel. There were faint, slightly darkened patterns visible on her flank.

"Zabota the Storm-Chaser. She was a pegasus general, and half-Zebra. They say she was angry when a soothsayer told her Celestia was more beautiful than her, and she tried to stop all weather. She might have wiped out all life in Equestria if the other pegasi hadn't banded together to take her down."

"Well?" said Spike, after a moment. "Aren't you gonna say something good about her, too?"

"Her? Nah. She was pretty mean."

* * *

"Say, sister!" called one of the young, greasy-looking ponies tending his ring toss stall. "Step up and try yer luck! One bit a go, one bit a go!"

"Um, n-no thank you."

From across the way, an almost identical pony shouted: "Fried dough, melt-in-your-mouth, fried-to-perfection dough! You there, pretty lady, buy a little for the kids!"

The Cutie Mark Crusaders scampered around Fluttershy's hooves. She was constantly on the verge of tripping over one of them.

"Can we?" whined Apple Bloom. "C'mon, can we?"

"I bet it's re-eally good!" put in Sweetie Belle.

"No!" Fluttershy held firm. "Fried food is very bad for you, girls. Auntie Fluttershy only wants what's best. Now how about some nice, fresh fruit?"

Scootaloo glanced at Sweetie Belle. "_Auntie_?"

"Yep. Sounds pretty weird."

"Because," said Apple Bloom, peering up with big innocent eyes, "an auntie is a kind of old fuddy-duddy. Not like you, Fluttershy, you're so young n' pretty n' sweet."

"Yeah! Yeah!"

Fluttershy sighed, and wilted.

"Well…alright. But only one piece ea-…"

"Sweet! I'll just grab that coin purse," said Scootaloo, skillfully looping if off her wing.

"We'll buy you some too!" grinned Sweetie Belle.

"Why not sit down and rest a spell!" Apple Bloom called back as they dashed away.

"It's true," Fluttershy muttered to herself, "I _am_ a bit…tired…"

She loped over to the shade of a tent, wiped her forehead, knelt down, and took several deep breaths. _Good with animals, good with kids,_ she repeated under her breath. _Steady, old girl. Good with animals…good with kids._

She looked up. "Girls?" she called. Then again, more urgently: "Girls!"

Wings trembling, neck craning, Fluttershy scanned the crowd. There was no sign of them.

* * *

"Hoo-ee! The only thing better n' honest family cooking is this here fair food. I know it oughta be a crime to spoil a fresh, crisp apple with this honeyed sugar, but I tell you, Pinkie, if'n it's so, lock me up, I'm guilty!"

"You can, mph, say that again!"

Apple Jack and Pinkie Pie wandered happily down the carnival thoroughfare, on either side of Big Macintosh. He wore his plowing harness, and it was loaded down with baskets containing funnel cakes, more candied apples, the stuffed animals they won from various stalls, and plumes of cotton candy, one of which Pinkie was munching on now.

"If I see Flim or Flam," Apple Jack took another bite, smacked her lips, went on, "if it _is_ them, well, I'd be prepared to shake their hooves, and let bygones be bygones, for putting on such a…!"

Then she stopped. Big Mac did as well, though Pinkie went on a few steps. She scuttled backwards.

"Um, A.J.? Big M? What's going on?"

"That young colt over yonder," Apple Jack pointed. Her voice was distant. "Don't he look familiar, big bro?"

Big Mac's eyes were narrowed, and he looked troubled. "Eeyup."

"Why, if that aint the spittin' image of Grandpa Shucks. Gone these many years. I hardly recollect him, but he's in all the pictures."

"Eeyup."

"Well, whoever it is," said Pinkie, "he's coming this way."

The shy-looking colt, with a few acne spots and an old-fashioned looking check jacket, was moving toward them through the crowd. At his side was a good-looking young mare. She had a pale green coat, and her hair was bobbed. As they passed, she caught Apple Jack's eye and smiled in a sweet, retiring way.

"My, what pretty young things. It's grand to be young, aint it?"

"Why….yes'm, I reckon so."

"Splendid, splendid! You two young ladies enjoy yourselves. You, too, young feller. Hee!"

Apple Jack remained looking after them, even after the babbling crowd had swallowed them up. Big Mac, who always looked a bit perplexed, now looked more so than ever.

"My mind's playin' tricks again."

"Yeah," said Pinkie, "this is just like twenty minutes ago when you thought that fortune teller looked like Zecora."

"Well, she _did_!"

"What're you tryin' to say, huh? That all zebras look alike?"

"What! No!"

"Oh yeah, I guess some of your _best friends_ are zebras, huh?"

"No!"

Pinkie laughed. "I kid, I kid." Then she gave a cough that sounded suspiciously like: "_Racist_."

"I swear," said Apple Jack, scratching her mane, "it _was_ Zecora, all pretendin' not to know us! She had that funny, dead look in her eye. And that lady just now sounded an awful lot like, well, _you_ know."

"I think all this fried food is frying your brains, A.J. Aint that right, Big M?"

But Big Mac, frowning, hesitated to say either _eeyup_ or _nope_.

* * *

Apple Bloom, Sweetie Belle and Scootaloo crouched behind the Hall of Mirrors. Scootaloo was shaking with suppressed laughter, while the two other had begun to look vaguely guilty.

"Ah guess that was a pretty mean thing to do," said Apple Bloom. "Ah bet she's worried sick about us."

"Oh, come off it!" Scootaloo nudged her. "Fluttershy knows we can't have gotten far, and once she stops worrying, maybe she'll have some fun herself! She's better off without us."

"We'll win her something real nice from one of these stalls," Sweetie Belle chimed in. "That'll make up for it."

"Ah reckon so. Well…maybe if we win her something _real_ nice."

"That's the spirit! So, what do you guys want to see next…?"

A shadow fell over Scootaloo and her bright grin. The other two looked past her, starting back, disturbed in their already guilty consciouses. Scootaloo whirled around.

A colt about their own age, but unusually tall, stood between the tents. The sun, standing at just past noon, perfectly described the long, inky shadow at his hooves. He had a rakish grin. Then he looked familiar, and the Cutie Mark Crusaders clung to each other in sudden fright.

"Y-y-you!" gasped Apple Bloom.

"Madam?" said the colt. One of his finely worked eyebrows arched. "I don't believe I've had the pleasure. The name is Starke. Starke Little."

"Oh!" Apple Bloom pranced nervously. "O'course, Mister, um, Little."

"My brothers, y'see, are the proprietors of this here illustrious carnival. But I often find myself under-hoof, so to speak, so I thought I'd come out to play. Say! How would you girls care to have some fun? I know the tricks of this place, y'see, on account of my illustrious brothers being its proprietors. What d'you say? Join me?"

"Excuse us one second, Mister Little, we…we got to talk. Just us girls."

"But of course."

The Crusaders quickly trotted off some distance, careful to keep the young Starke just in view. After a last round of backwards, cautious glances, they joined their hoofs in a huddle.

"_It's him_!" whispered Apple Bloom. "_Starke Dedd! I told you he really magicked himself backwards. He knows we know, and now he's come to get us!_"

Scootaloo rolled her eyes. "_Don't be silly. Don't you get it? That's how the act works. It's some kind of illusion, where Starke Dedd gets replaced by Starke Little_._ I bet they do it with mirrors._"

"_Yeah_," agreed Sweetie Belle, "_th-that makes a lot of sense_."

"_He looks really cool, too! Like he said, he knows everything about this place. I bet he can get us into places no one else knows about_."

With a faint blush Sweetie Belle added: "_He talks like a real gentleman, too_._ I mean…not like most colts our age._"

"_Are you two…are you two really sure about this?_"

"_Sure, I'm sure! C'mon, Apple Bloom. Don't look a gift pony in the mouth._"

In unison, they cast one more glance back. Starke Little waited, imperturbable and demure, looking back with the faintest smile. The tiny vest he wore was identical to his brothers'. With the bright light shining down (although not on the ground underneath him) it was so hard to believe he had anything to do with what they'd seen last night…or, when it came to that, that what they'd seen last night was any more real than a nightmare.


	5. Fluttershy and The Mirrors

Rainbow Dash kicked a rock. The Pandemonium Shadow Show was a bust. She'd been around the grounds twice, and there were no freaks, no cool rides, nothing she hadn't seen in every carnival she could remember. But maybe it had always been like this. The lights were never as bright, the sounds as loud and thrilling, the smells as delicious, as when you were a filly. Had it really been better, or did she just remember it that way? It seemed like even flying used to be more fun. Was this all it meant to grow up?

She had stopped outside a tent she'd passed already. A sign, decorated with little yellow moons and stars, read: _Madame Zamboni_. Then underneath, in a mad-looking scrawl, words crammed practically on top of each other: _Fortunes. Charms. Open the book of the past & future. See & hear with new eyes & ears. Rob the fates._

Yeah, right. As if you could read the future, any more than by wishing it, you could make yourself one day older or younger. There were fakes like this at every carnival. But somehow this sign looked compelling; as if, whether or not it were true, whoever wrote it must have believed it. Rainbow Dash shrugged. What, like she had anything better to do? She pushed the tent flap aside with one wing and ducked in.

Madame Zamboni's tent seemed immediately familiar. It was dim, and the air musty. Bunches of herbs, tiny, dried indeterminate _things_, and painted masks, some of them resembling ponies, some other creatures (who could wear them?) hung from the ceiling. Candles of different heights and colors were burning, the flames absolutely still, in different containers. One was shaped like a life-sized pony skull. Behind a wormy-looking wooden table sat a zebra wearing a brown cloak. Rainbow Dash started forward.

"Whoa, Zecora! I didn't know you'd set up shop here."

The zebra was engaged in shuffling a deck of cards. Slowly, calmly, she divided it into three stacks, then folded one into the next, then into the third. She did not look up.

"Um, hello? Rainbow Dash calling Zecora? Come in? Over n' out?" Dash waved her hoof in front of the zebra, but still no response. She stood there a minute, looking a bit hurt and angry, then turned to go. "Well, fine! Be that way."

But when she had turned, a familiar voice rang out: "Patience is called for in all things. Especially such tidings as the spirits bring."

Relived, Dash swung back around: "Heh, that's more like it! I should've known you were putting on a show. So what's the deal? Can you read my future? Not that, like, I _believe_ in that stuff, but honestly? This carnival is a total yawn-fest and I could use a good laugh. I mean…not that I'm laughing at your ancient zebra ways or…whatever, j-just do it!"

She noticed that Zecora (if it was her) still hadn't looked up. There was something weird in her eyes; like a sleepwalker. Maybe she was in some kind of trance. She cut the cards, then spoke again:

"Certain things one can and cannot say, when one is compelled by force to obey. Yet one may speak in figures disguised, that, by the agile mind, may be surmised. Two wise owls, foolish in pride, missed the mark; and fell into a trap baited for the lark."

"Err. Look, are you gonna read my hoof or not? Cause I kind of said I'd meet Fluttershy by the food stands at half-past two…"

Still without looking up, the zebra reached out and took one candle from a shelf, placing it in front of her. Then another, then another. Finally there were nine; all different shapes, sizes and colors. In spite of her confusion, Dash stepped closer. There was more constrained urgency in the zebra's voice when she spoke this time:

"The Illustrated Stallion is of the night; he thirsts for that which is in the soul most bright. The smaller the soul, the brighter it burns; the less it seems, the more he yearns. These flames," she waved a hoof over three of the shorter candles, "though small, are the ones he covets dearly. What games he plays with others are games, merely. Yet judge him lightly at peril most foul, for then, yours will be the fate of the two wise owls."

"That's…it? I don't get it. Is that supposed to mean something?"

"Take heed, my child, take heed of my tale, that light may yet against the darkness prevail!"

"Okay. Now you're messing with me. First you act like you don't know me, then you tell me a bunch of dumb riddles? Fine! Everyone laugh at Rainbow Dash! Ha, ha, ha! _She_ doesn't know what's going on! _She's_ dumb as a rock! Screw this popsicle stand, I'm going _home_."

* * *

All the ponies working the booths at the carnival looked strangely alike. As she approached the entrance to the Hall of Mirrors, Fluttershy could have sworn the same thin, sallow, greasy-haired young stallion had been selling fried dough. What was more, they all sounded a little like the Starke brothers.

"Oh, e-excuse me…"

"Step right up, step _right_ up! One bit, one bit only to see the Hall of Mirrors, a devious maze built to a plan from the time of Star Swirl the Bearded himself! That's right, built to the plan of the dungeon where Hex Fire the Fell imprisoned his victims!"

"I really do beg your pardon, but…"

"Of course, the only fiend you'll be seeing within these walls is your own reflection, sister! What's the matter? Scared? Scared…of what you might see? One bit, one bit only to experience…"

"_Excuse me_!" Fluttershy reared back, and met his eyes with a particularly intense _stare_. Immediately he fell back.

"Ah. Yes. Pardon me, got a bit carried away. Yes?"

"Thank you." All angelic sweetness again, she smiled. "I was wondering if, by any chance, you'd seen three cute little fillies? A unicorn, an earth pony and a pegasus?"

"Why, yes…now that you mention it. That _would_ seem to ring the old ding-a-ling."

Fluttershy became radiant with hope. "Oh, that's wonderful! Now which way did they go?"

"That is to say, I seem to recall their going _in_side, but I don't seem to recall them coming back _out_, if you catch my drift. Which is to say, I suppose they must still be inside."

"Thank you _so_ much! I've been worried sick. I'll just…"

"Uh, uh." The carnie pony held out his hoof. "That'll be one bit."

* * *

"Can't…move. The darkness is closing in. The darkness is closing in! Apple Jack…you've been…such a good friend. But it's too late. Leave me. Go on, save yourself. Live my life…for me."

"Oh for cryin' out loud, Pinkie," said Apple Jack, rolling her eyes, "a pony can't die from eating too much cotton candy."

"I don't think…you understand…just how much cotton candy…I've eaten."

Apple Jack chortled. "Believe you me, cream puff, I've been watchin' you in your feedbag all day. What d'you say, big bro, shall we have a sit-down? I'm feeling mighty satisfied myself."

"Eeyup."

But just as they turned toward a bench, Pinkie's eyes caught fire. In a moment, in that singular way her body had of adjusting itself, her bloated stomach vanished like a popped balloon, and she sprang upright.

"A.J., A.J., _look_! Look over there!"

"I'm a-lookin'…"

Over a small, round, red tent stood a placard: _World's Funniest Joke. _In smaller print: _Enter here for the secret of the most amusing jest in all Equestria. So side-splittingly humorous, Starke & Starke cannot be held responsible for effects on bodily health. Admission limited to ten per day. Admissions remaining: One._

"You know what _that_ means," said Pinkie, prancing around the Apple siblings, "a challenge! There's no way those two cider-chucking shysters know a better joke than me!"

"I don't get it," said Apple Jack, "admission limited to ten per day? Whatever for?"

As they spoke, two unicorns had approached and now stood alongside them, regarding the mysterious tent.

"It's the economy of scarcity," Twilight gleefully explained. "The better the joke, obviously, the fewer people get to know it."

"Ah, howdy Twilight, Rarity."

"How's it going?"

"Maybe _that's_ the joke," growled Pinkie, "that any joke they know'd be worth that much. _Economy of scarcity_ my fluffy pink tail."

"Well," said Twilight, "I guess you'd better get in there. Only one admission left, after all."

"Oh, I'm going in there, alright! You'll see. By tonight, _I'll_ be running that tent, or my name isn't Pinkamina Diane Pie."

"Best of luck, darling!" Rarity called after her.

* * *

"Girls?"

A second passed, and an echo came back. _Girls? Girls? Girls?_

For one of the largest attractions at the carnival, the Hall of Mirrors was certainly…empty. In fact, except for a mother and foal she'd passed on the way in, Fluttershy hadn't seen any pony else. What was more, she was no longer entirely, completely sure which way she'd come in.

_Easy, old girl. _She knew that any maze was easy to escape; you just kept following one wall. But with the mirrors, all reflecting back her timid, worried face, half-concealed by pink hair, it was so easy to get turned around. The girls had probably left while she was wandering around in here. She could imagine them scampering out the door, not a care in the world, and felt very hurt.

Her reflection, as it advanced towards her, and trotted alongside her, seemed to be making fun of her. Surely she didn't look _that_ nervous. Follow the left wall. Follow the left wall. Easy, old girl.

Every time she approached a bank of mirrors, and saw herself approaching back, she thought for a second, with an irrational jolt either of hope or fear, it was some other pony. But the same face always resolved itself. She was alone in here with a million other Fluttershies, and none of them knew the way out. She opened her mouth to call _girls_ again, and was startled to hear instead:

"Somepony? Anypony?"

That inadvertent slip loosed the floodgate of unease, and she called more loudly:

"Mister Ticket Pony? Sir? Please, I think I might be lost! A-anyone?"

But supposing the maze was really very small, and someone had to come in and drag her out. They'd all laugh at her. In fact, she could have sworn she heard faint laughter already, echoing off the flat, dead, wet-looking mirror surfaces. Just the echo of her breathing. How could there be echoes in here? It wasn't _that_ big, was it?

How long had she been walking?

Then she remembered: _Built to the plan of the dungeon where Hex Fire the Fell imprisoned his victims._

Easy, old girl. Hex Fire the Fell had been dead for five hundred years. Just outside these four walls was sunshine, laughter, normal, everyday life. Wasn't it?

"Oh dear," she whispered to herself.

Then she looked up and saw her reflection. It looked back at her. It _was_ just her reflection…wasn't it? It looked so much more confident. Smug, even. She thought it was smiling. _The only fiend you'll be seeing within these walls is your own reflection, sister._ She wasn't a fiend. She wasn't a fiend. Her reflection was smiling, so she must be smiling too. She tried to smile wider, innocent and sweet. Her reflection's smile also widened. But it didn't look innocent or sweet.

The reflection opened its mouth. After a desperate lurch, Fluttershy realized her own mouth was open, and quickly shut it. The reflection's mouth remained open. It spoke.

"What's the matter, sister? Scared of what you might see?"

Fluttershy turned and bolted; an eruption of yellow and pink on all sides as her reflections ran also, cantering in every direction, and echoes of hoofbeats rang on all sides.

"Girls!…Twilight!…Rarity!…Rainbow!…Apple Jack! _Help_!"

* * *

Twilight, Spike, Rarity and the Apples sat in the rest area, along with a few exhausted fillies and their equally exhausted parents. They swapped stories of the carnival and its attractions, laughing lightly. Rarity, manipulating a bottle of water with magic, was engaged in trying to rinse the ginger beer out of her coat.

"'Sup!"

Rainbow Dash flapped down from above, settling expertly on the grass.

"Hey, Rainbow," called Spike, waving. "'Sup?"

"_Meh_. Anyway, you guys seen Fluttershy? I was supposed to meet her like ten minutes ago. I did a flyover, and I didn't see her or those girls."

Rarity stroked her chin. "How very peculiar. I do hope they haven't run off and made poor Fluttershy chase after them. I'll give Sweetie Belle _such_ a piece of my mind if they have.-Pinkie! There you are. Speaking of missing ponies, we were starting to worry; you were in there such a long time."

Pinkie Pie wandered towards them. The others immediately sensed something wrong. She dragged her front hooves, and while her mane was still curled, it appeared to droop somewhat in front. Her color even looked a shade paler. Twilight trotted to meet her.

"You okay?"

"Yeah," said Pinkie, in a small voice. "Sure."

"So-o…what's the secret of the Funniest Joke in the World? Or did they swear you to secrecy?"

"I…don't feel so good, Twilight. I think I need to lie down."

Watching her with concern, Apple Jack whispered to Rarity: "You reckon it was so funny it made her lose her mind, n' now she'll never find anything funny ever again?"

"Mm, I certainly hope not."

Putting a hoof over her friend's shoulders, Twilight led her back to the group. Her own expression was looking, familiarly, studious and grave. She made sure Pinkie was settled comfortably on the ground, offered her water, which was refused, then leaned her head in close to the others.

"Guys?" she said quietly. "I'm starting to think something might be up again. I felt it the night this carnival came into town…I think we all did. Now I'm starting to feel it again."

"But _what_?" whispered Spike. "What could be up?"

"I don't know," said Twilight, with conviction. "But if our friends are in trouble, we're going to find out."


	6. Rarity and The Worst Possible Thing

AN: _I should have called this one Twilight Sparkle and The Exposition _:trollface:_ Sorry!_

* * *

The floor of Twilight's library was a sea of books. At first they had been stacked, orderly, when she had exhausted their pages for a mention of anything like Starke and Starke's Pandemonium Shadow Show; then as the afternoon wore on, they were tossed on top of each other, spines open, pages fluttering in the breeze as she rushed past. Spike dutifully brought in another pot of tea, glancing at her with brotherly concern. Rarity and Rainbow Dash were making slow progress on a set of volumes Twilight had set aside for them; these books were often yanked away by an impatient Twilight's magic after she had speed-read two or three of her own. Finally Dash settled back on her haunches with a deep sigh, looking sick and weary.

"Um…Twilight? I know you think books are the answer to everything, but…how d'you know we'll find anything? It's not looking good."

"I'm with her," said Spike, setting the tea down. "Maybe something like this has never happened before. I know_ I_ never heard of it."

He poured himself a cup. There were dark purple circles under his eyes.

"No way," said Twilight, without pausing as she fetched another volume from the highest shelf; then appeared to actually begin reading it as she talked. "Unless there's a reasonable explanation for this, which I seriously doubt, we're dealing with extremely powerful magic. That sort of magic doesn't happen overnight. Most of it has been around since the dawn of time…as long as Celestia. Or Luna, or Discord."

"But surely," said Rarity, "those disreputable hayseeds, Flim and Flam, haven't been around since the dawn of time!"

"That's because it's _not_ Flim and Flam. At least, not anymore. You know what I think? It's that train. But whatever _it_ is, needs helpers."

Dash's eyes widened in comprehension. "Hey! What if those two yahoos were poking through an old junkyard for more doodads to put on their cider machine! They find this creepy old train…"

"Figure they can fix it up…" Spike continued.

"Exactly," said Twilight, and cast the book aside with a toss of her head. "Only they don't know what's inside. By the time they figure it out, it's too late. I suspect they're as much victims as anyone. Well, maybe it's kind of their fault."

"But what _is_ it?" asked Rarity, pleading. "What does it want with my Sweetie Belle…! And, ah, the others."

"That's what we're trying to find out. I don't think it wants anything good, though."

"Should we tell the mayor," asked Spike, "or Princess Celestia?"

Dash looked skeptical. "Look. I'm not saying the Princess is a jerk or anything? But she…seems to like us dealing with this kind of thing ourselves."

"Agreed. What's more," said Twilight, skipping past them, "we can't let _anyone_ know what's going on. Because if this thing realizes we're on to it, it might skip town right away. Then we might never know what happened to everyone."

Rarity burst into dramatic tears. "Who would have thought that merely tacky carnival would turn into something so genuinely dreadful! Of all the worst things that could happen…"

"Y'know? For once, you're right."

A knock on the door. Without waiting for an answer, Apple Jack walked in, looking shaken.

"A.J.!" Spike looked up. "How's Pinkie?"

"Erm…I don't quite know how to say this, but. As soon as we got her in bed? She started laughin'."

"So…that's good, right? Back to her old self? Eh?"

"Y'all don't get it. She started laughin' and, well. She aint stopped yet. She'd tucker herself out…maybe get a sip of water down. Then start right back up again." She shivered. "I don't reckon I can describe it. It's awful! My brother's lookin' after her but I don't know what he can _do_."

"Well, really," said Rarity softly, "it doesn't sound all that bad."

Twilight stopped, mane disheveled, breathing heavily, and a book dropped to the floor.

"No! This is terrible! She could really hurt herself, even die of exhaustion. Some of the most feared jinxes in black magic induce unstoppable laughter. The only way to break them is to disable the caster."

"Then we aint got much time," said Apple Jack. "Found out any…thing? Oh." She cast an eye over all the discarded books. "I'm guessin' no?"

Trembling with frustration, Twilight shook her head. "I just…I just don't get it. How could there be no mention of something like this in all Equestrian history? It must have struck before. Somepony would remember."

At that, there was a gleam in Apple Jack's otherwise troubled eye.

"Now hang on there, sugarcube. I've a notion."

"Yeah?"

Four eager pairs of eyes fastened on her, and she stepped back, looking embarrased.

"Well-um, that is to say. Not everything that happens gets put down in history books. Sometimes it's stories. Stories that maybe didn't happen…but they're based off something that did. If I'm not mistaken, Twilight, you don't have a lot of regular stories on them shelves, do you?"

Twilight was nodding, looking impressed.

"Why…" Apple Jack went on, taking a few halting steps. "I seem to recall Granny Smith telling me stories about some dark train what took disobed'ent children. If only I could _remember_…"

"Of course! A.J., that's brilliant! Folk tales! If everyone knew about this, Celestia would have rooted it out…but it's always stayed just outside the light…on the border of fact and fiction…never in one place too long…so people could never be sure if it was real or not."

There was a general profoundly unsettled look. Then, perhaps at the suggestion of truth coming out of seeming fiction, something jogged in Rainbow Dash's memory and she jumped up. With nerves drawn so tight, everyone else jumped too.

"What's the matter?" asked Rarity.

"You…guys? You're gonna get really, really mad at me in a second, but there's something I forgot to tell you? Now I'm gonna tell you, and just remember it's me, Rainbow Dash, and not a dork with some kind of super memory cutie mark, and try not to get too mad. So. I kind of saw this zebra I thought was Zecora?"

"I knew it!" Apple Jack burst out. "Pinkie and I saw her too!"

"That _thing_ must have scrambled her brains just like it scrambled Flim and Flam's!" pronounced Spike.

"Anyway, she was talking really mysterious, but she said something about, um…._c'mon, Rainbow_…an Illustrated Stallion! Yeah! That's it."

"Thanks, Dash," said Twilight, warmly and matter-of-factly. "That's a big help. Alright, everypony! Fan out and start looking for books on folklore. It shouldn't be hard, because they're some of the only ones I haven't touched yet."

* * *

The sun was going down. Outside, they could hear hoofbeats, and the happy babbling of families returning from the carnival. Rarity cast an apprehensive glance out the window. There, the remaining light surrounded the tents of the Pandemonium Shadow Show with a burning halo; and she was surprised to feel half-relieved. Strange that a place she never wanted to set hoof in again should look reassuring. But after what Twilight had said-_if they figure out we're onto them, they might skip town right awa_y-she could imagine, with awful clarity, the whole contraption folding in on itself, rising into the air, and whisking away on a high, cold night wind. Then it might as well be taking Granny Smith, Zecora, Fluttershy, Scootaloo, Apple Bloom and Sweetie Belle with it.

_Sweetie_, she mouthed to herself. _I'm so sorry. I couldn't protect you. But I promise I'll come just as soon as I can! Rarity's on her way._

"Guys? Listen to this," called Twilight. Her voice by now was hoarse. "It's from _Foreboding Tales to Frighten Foals_, volume two, by Scribble Screep."

"Mom used to read me Scribble when I was a foal," murmured Rainbow Dash.

"The story is called _The Carnival of Souls_. It's about a young colt and a young filly who go to a carnival that sounds an awful lot like this one. They disappear. Then twenty years later, their parents see them at the same carnival in another town. They've been turned into statues in the wax museum."

"How horrid!"

"Did we take a really _close_ look at that Terrible Triad?" Spike wondered, squirming.

"Calm down, Spike," said Twilight, shutting the book, "these stories aren't necessarily true. They only suggest what _might_ be. Anyway, here's another one…" She coughed. Immediately Spike poured her another cup of tea, although it had gone cold; and she took it gratefully and sipped. "Rarity?" she croaked. "If you could…."

"Of course, dear."

Rarity took the slim, purple-covered book as it was magicked across the room, with a finger of her own magic.

"This is some old study of pony lore from Canterlot University," she explained. "My, but it looks dry…terribly sorry, I'll get to the point." She gave her own, dainty cough. "_Hem_. The Story of The Illustrated Horse. In the tales of this Age of Unrest, after Celestia had taken control of the solar realm, but before age and experience made her rule universally accepted, monsters abound. One might believe one could not walk down a road without being assaulted by some abomination. Perhaps the most feared of these creatures was the Illustrated Horse. Said to be a unicorn who had reached adulthood without acquiring his cutie mark, he stalked the roads at night robbing others of theirs…oh, my…through some unknown magical means. Whether the victim survived this procedure varies by account. In any case, the Illustrated Horse wore a mantle to disguise his skin, grotesquely covered with hundreds of distorted versions of the cutie marks he harvested from his victims. According to certain accounts, he was even capable of, and especially enjoyed, stealing the gifts of young ponies _before_ they developed their cutie marks, an act similar to ripping their soul from their…body. Oh, Sweetie Belle!"

"Rarity! Calm down!" Twilight gripped her shoulder. "Like I said, it's just a story. We don't know that's going to happen."

"So what's this Carnival of Souls got to do with this Illustrated Horse?" asked, Spike, who looked very uneasy by now, indeed.

"That's it. I think they're the same story. I…have an idea, and it's not pretty. There's a lot of debate on whether, um, ghosts exist, and if so, whether they're really dead ponies, or just spirits taking pony form. But among those who believe in and study them, unicorn ghosts are held to be the most dangerous by far, because they retain all the magic they held in life. I think _that's_ what's in that train. Whether there really was an Illustrated Horse, and this is a ghost, or whether it's a spirit with magic like a unicorn, doesn't matter. Either way we've got to stop it."

"So, let me see if I've got this straight," said Spike. "We're talking about something almost as old as Celestia that _could_ be a ghost or _could_ just be an evil spirit, and you're telling Rarity not to worry because it might not be as bad as the story?"

"I'm just saying we can't be sure!"

Rarity collapsed, weeping again, and rolled over onto her back.

"O-oh, Sweetie Belle! Your _soul_! Now you'll never get your cutie mark and it's all my fa-a-ault!"

"Oh, come on!" Rainbow Dash hauled her to her hooves, and gave her a good shake. "How is it _your_ fault? You're such a drama queen, Rarity. Honestly. We hold the Elements of Harmony. We took down Luna, we took down Discord, and Celestia help me, we'll take down this Illustrated Horse too! I mean, we would have anyway; but he messed with our friends, and it's personal. _He's_ the one who should be scared."

Rarity blinked tears from her eyes, looking amazed. Apple Jack was smiling.

"Hii-ya! You said it, gal! "

"Nice, Rainbow Dash!" grinned Twilight.

She put out her hoof. One by one, the others put theirs on top of it.

"We can do this," she said. "We just need to believe in ourselves…and in the missing ponies. Whatever the Illustrated Horse is after, I know Fluttershy won't give in easily, and I'm sure the same is true for all of them. Ready, girls?"

"Ready!"

"For Fluttershy!"

"For Apple Bloom n' Granny Smith!"

"For Sweetie Belle!"

"For Equestria!"


	7. Starke Little and The Brand

AN:_ A short chapter because Diablo III calls._

* * *

"How far underground are we?" whispered Apple Bloom.

"I feel like we've been walking for hours," Sweetie Belle whispered back.

There was no reason to whisper; they walked close together in the thick darkness of the tunnel, following the blue-green light emanating from Starke Little's horn. But as had happened several times since the carnival came, there was the vague, indefinable sense they might be overheard. By what? Best not to wonder.

They had entered a tent marked _The_ _Haunted Mine (Closed For Repairs)_, a sign Starke Little had pushed aside with a wink. They had been walking down the curving tunnel ever since.

"You guys," Scootaloo chided, "obviously we're not _really_ underground. Nopony can dig a tunnel that fast. It's some trick, like inside a building. Right, Starke?"

"Well?" said Starke Little, wiggling his eyebrows. "What do you suppose? A trick's no fun once you know how it's done."

"I think it's a moving floor," Scootaloo said with confidence. "I bet we haven't really gone ten feet."

"But then if we stopped," said Sweetie Belle, "we'd go backwards."

She tried it; in a minute the others were vanishing up ahead, and she scrambled to keep up.

"Ah'm tired," complained Apple Bloom. "Can we take a break?"

"Never fear, my friend, we'll be there presently.-Say, why don't you girls tell me about yourselves? I knew from the moment I saw you there was…something different. An aura if you will. I said to myself, Starke Little, these are three young ponies with _drive_. With passion. With distinction even!"

The way Little talked and moved was remarkable. While always seeming to walk ahead, he kept falling subtly back to keep pace with them, looking into their faces when he talked, talking to each in turn, casual and rakish. His poise truly was beyond his years.

Scootaloo beamed. "Oh, yeah! We're the Cutie Mark Crusaders! We're on a quest to receive our cutie marks. It um, hasn't been going too well, but hey, things are looking up since we met you. You really think we look distinguished?"

She subtly preened one wing.

"My perspicacious pegasus," said Little, the rattle of his words echoing his hoofsteps, "distinction in a pony shows more clearly than any cutie mark. After all, I say, after all what is a tacky, colored symbol compared with steadiness of gaze, strength of comportment, nobility of feature?"

"You sure know a lot of big words. You should meet our friend Twilight."

"Say," Sweetie Belle put in, "I don't mean to be rude, but. We saw your big brothers before, Mr. Starke. Or Mr. Little? But well, we couldn't help noticing…they didn't have cutie marks either. Are they blank flanks like us?"

"There! Didn't I tell you?" Without slowing down, Little tapped her shoulder in a natural-seeming gesture. "No flies on these ponies. Yes indeed, my two illustrious brothers and myself are all, as you say, blank flanks! Is it anything to be ashamed of? Why, not in the least! Say, you, my red-haired golden delicious," Apple Bloom blushed, "am I correct in surmising you have a sister?"

"Why, yes, how'd you know?"

"Little pitchers, oh, little pitchers have big ears, as they say. And am I correct in surmising that your sister works in an orchard?"

"Yeah! Apple Jack works real hard, almost every day."

"And pray tell me, why is that?"

He peered into her eyes, both their faces swamped by the magical glow.

"Ah guess…" Apple Bloom was hesitant. "Ah guess cause her cutie mark's apples."

"And you, my radiant pearl, you sister works pretty hard, doesn't she? Making dresses for other ponies to wear? Working her hooves to the marrow so they can look pretty, hmm?"

"Yeah, she does," said Sweetie Belle, "but that's how she likes it."

"Is it, now?" Little sounded contemplative. "But isn't it true that before they received those cutie marks, they were free to run all day, climb trees, swim rivers, and enjoy all the sights and sounds of this glorious Equestria of ours; sleep under the stars, beholden to nowhere and nopony, riding on the summer wind…? Like my brothers and I. We go where we like, do what we like, whenever we like, living the free, real life, without any tacky iron-on tattoo telling _us_ what's what."

Scootaloo was hanging on his ever word. Apple Bloom and Sweetie Belle, though hesitant, were also listening, silent and wide-eyed.

"Let's, I say, let's be honest with each other, now shall we? What is a cutie mark but a brand? A brand put on you by all ponykind. Whatever it is, they have a right to expect from you. And from that day, you belong to the herd. Why, in this very town, I met a distinguished elderly pony lady, who slaved for eight decades for her family, neighbors and so-called friends, and what did she get for it? A box of sad, faded memories like dead flowers. Forgotten, set aside, laughed-at! Thanks to my brothers and our illustrious Pandemonium Shadow Show, she relived those giddy years when life was fresh like spring dew. Isn't it glorious?"

"But what about Rainbow Dash?" broke in Scootaloo. "She doesn't work for anypony! All she does is fly around being awesome all day!"

"Well," admitted Apple Bloom, "there was that time she had to drain the lake. But Fluttershy loves helping animals; you couldn't stop her if'n you tried. And Pinkie Pie's job is to throw parties!"

"Honestly," said Sweetie Belle, "don't the animals push Fluttershy around? That Angel Bunny is a real jerk sometimes. And remember when Pinkie thought nopony liked her parties and went insane? I guess it's a big responsibility."

"Yeah!"

"And Diamond Tiara _has_ her cutie mark and she's a bigger pain in the tail than ever!"

Scootaloo trotted fast alongside Starke Little, leaning around and in front of his coldly smiling face.

"Can ya teach us?" she said, breathless. "Teach us to be like you? How to ride on the summer wind?"

"Why," he said plainly, "what have I to teach you? Clearly you girls know the secret. After all, answer me this. Have you got cutie marks? No! Have you a care in the world? I hardly think so."

"He's right!"

"But…" Apple Bloom looked dejected. "What'll happen to the Cutie Mark Crusaders. We can't just stop…crusadin'. And I can't believe my big sis an' Granny Smith an' everpony are really sad on account of their cutie marks. Ah mean to say, if Rainbow hadn't drained that lake, wouldn't the weather stop? Somepony's got to do it, an' that's what she likes."

"Ha! Ha!" Little gave a familiar-sounding laugh. "Who gives a fig about the weather? _Let the rain fall if it wants to; let the thunder come and strike me down!_ Zabota the Storm-Chaser said that. Are you ladies familiar with Zabota the Storm-chaser?"

"Rainbow Dash always said she was a real bad pony."

"Ha! What do they know? She was like us; free, the way a pony ought to be. Come on, come along! We're almost there! I have a special friend I'd very much like you to meet. Ah, we'll have such fun!"

And, laughing, Little dashed on ahead, and the Cutie Mark Crusaders dashed after him, into the darkness.


	8. Rainbow Dash and The Adversary

AN:_ So, I was going to put this on a l'il hiatus for Diablo-related reasons. Then this morning, I got the news that Ray Bradbury, the man who wrote the book that inspired this story, as well as many other awesome books, passed away at the age of ninety-one. Dang. He was one of the greats. Anyway, I figured I'd go ahead and finish. This one's for you, Ray, ol' man; for what it's worth._

_-Incanto_

* * *

Four ponies crouched in the long grass downwind of the carnival tents. The strong wind whipped the sharp-edged grass stalks in their faces, and caused the tents ahead to swell up as if they were breathing. The same wind had blown all the clouds out of the sky, and hard starlight poured down on the open plain, tinging their fur white. But there were other lights. Bulbs strung between the tents bathed them in Starke and Starke's trademark bluish-greenish pallor.

"What gives," whispered Rainbow Dash, "why're the lights on?"

"Either something's going on," said Twilight, "or they are about to pack up and leave. Either way, we have to get in there."

Apple Jack pricked up her ears. "Anypony else hear music?"

The wind blew it to them; a slow, creaking march, played on the harmonium, each note a splinter of glass in the ear.

Rainbow Dash stood up, looking predictably heroic outlined against the sky. "Alright! Follow my lead. Twi? Let's run in there and make a big distraction. Rarity? Go in from the left and start looking from tent to tent. They've got to be in there _some_where. A.J.? Same thing from the right."

"That's…a surprisingly good plan, Rainbow, but are you sure…"

"Twi? With all due respect, you can handle the egghead stuff. When it comes to the action, I'm in charge."

Twilight sighed, but seeing the resolve in her friend's face, backed down. "Okay, we'll try it your way."

"That's what I like to hear! On the count of three. One…two…"

A blast of wind struck them. Rarity was knocked off her feet with a high shriek; Twilight remained pressed to the ground; Rainbow Dash kicked off in a panic, and was caught up in a new wind, flapping her wings madly for purchase. Apple Jack kept her footing and looked around, sure it had been no chance turning.

A big shadow passed over them from right to left.

"Who's there!" yelped Rarity.

Twilight tried to shush her, but it was much too late. The shadow returned, and now she watched helplessly as a great blur smashed into Rainbow mid-air and sent her hurtling down. It wheeled around, and for a moment covered the moon with one wing, perfectly delineating each feather and tiny bone. It was a pegasus almost as big as Celestia, her coat like a dark sheet of crushed diamonds against the stars. It was Twilight's turn to shriek:

"_Zabota_!"

Apple Jack had run immediately to Rainbow's side.

"Honeychile, 're you alright!"

Rainbow heaved upright, coughing, her whole right side sprayed with dirt, cut by rocks.

"M' _fine_! Fine." She squinted up, where the smoke-colored pegasus, blending into the night, made another pass. "No way. It's that s-statute from the Wax Museum."

"That there's no statue!"

A voice came down to them, as cold as the wind, oozing vanity, and clever.

"_You runts mean to 'scape the Storm-chaser's eye? Only one of you is worthy to face me. The rest of you, earth-bounds, scurry back to your holes, before I call the air to scourge the hide from your bones!_"

"You don't scare me!" Rainbow Dash shot back. "You're not Zabota the Storm-chaser, you're just some magical hunk o' wax! Zabota might have been the evilest pegasus who ever lived, but she was the greatest flier too. Let's see what _you've_ got!"

Then she kicked off again, knocking Apple Jack's mane all to one side.

"Rainbow, no!" yelled Twilight.

Rarity strained beside her. "Dash! That awful nag will rip you apart!"

"S'alright!" Rainbow called back, just audible as she shot up into the bright heavens after the pegasus. "Go on, I can handle her…!"

"She's right. We've got no choice."

They exchanged quick nods, then, according to plan, Twilight charged alone toward the middle of the carnival and its biggest, most imposing tents, and the deepest blue-green light, while Rarity and Apple Jack splintered off to either side.

* * *

The harmonium was at full blast in the central square. The Pony-Go-Round revolved slowly under its jagged lightning rod, the lights sparkled, the sides of tents heaved, and their flaps licked the air like tongues. Then Twilight stumbled forward, checking herself, and the music broke. It grew halting, until each note was like the snapping string of a marionette; then stopped altogether, and the Pony-Go-Round ground to an unwilling halt. The lights went on burning silently, lit by no fire, but some unhealthy magic.

Starke Raven padded out from behind the machine, as dapper as ever. He looked Twilight once over, then smiled.

"I say! What a courageous filly. Though I suppose you aren't so young as all that. Not put to fright by shadows, phantoms, or silly tricks. Isn't that right? You're a big girl, Twilight Sparkle. Sadly…too big to be of much interest to us. A shame! We could have made you so happy. You see…at the extreme ends of the mortal coil, a pony becomes particular to such salves and tonics as we offer. The very young wish to be old. The very old wish to be young. But a pony of your age is so sensible…so dull."

"Wh-what do you mean?" she said, standing as tall before him as her trembling legs allowed. "I came for my friends, and I'm not leaving without them!"

"Why…" Raven looked genteelly surprised, blinking his fine-lashed, dark eyes. "Whatever gave you the notion they were being held against their will?"

"I don't know what they think you offered them…but it's not real. Is it? Whatever's in you, Flim, it's the _same_ as you, isn't it. This is a scam. Only the stakes are much higher."

"Come," said Raven, leaning closer, "let us reason together. If a pony gets what a pony wants, how is that pony being cheated? That friend of yours, with the bothersome talent of combatting the shadows with tawdry _laughter_, wanted a good laugh; so we gave it to her. A pony wishes to be older or younger, to cheat time or fate. Easily done. Every pony wishes to transform into some other pony. Who says it can't be done? Only a little price must be paid. That thing most ponies value least of all, no matter what they say…that troublesome thing called their _selves_. Well, to be some pony else, of course you have to give up your self. And why not let us have the keeping of it? Why not let us…hold onto it for you? Why surely, my studious filly, there must be something even _your_ little heart desires."

"No, thanks. Unless you're going to let my friends go, I'm not interested."

_Just stall for time_, she thought, conscious more and more of the weakness in her legs. Even without any powers he might have gained, could she have taken Flim, a full-grown unicorn, in a fair fight?

"But surely…we have been alive a very long time. There are things we _know_. Have _seen_. Secrets. Scribbles in the margins of the works of Hex Fire the Mad. Why ruin those little eyes with hours of studying, when such a tale we could unfold…?"

Twilight looked him straight in the eyes.

"What are you?" she demanded. "Where did you come from?"

"Ha! Such a kernel of knowledge might have served you well before you came. But no, I am afraid I can offer nothing _gratis_. How would you like to play a game instead? If you cannot nourish us, perhaps you can at least…entertain us."

"A game? Fine," said Twilight, and swallowed. "But a game has rules. I need to know what I'm playing for."

"I should have thought that would be obvious. The lives of your friends. The _selves_ we have already collected…well, I am afraid we cannot part with those. Our policy there is strict. No refunds! But you and the ponies you came with tonight might escape…to tell the story to your children…to keep our memory alive…just sufficiently. And no more. We like to be remembered. But only in whispers."

"It's a deal," said Twilight, without hesitation.

"Splendid!" Raven beamed, looking more like his real self than ever. "Then the game itself is simple."

"What?"

He dashed away, and she followed without even thinking, matching his sudden breakneck pace; and he called gleefully over his shoulder at the Entrance to the Hall of Mirrors:

"Catch me if you can!"


End file.
